Terms and Conditions for the Supply of Services from IBService to Clients

1. DEFINITIONS

The following definitions and rules of interpretation apply in this agreement.

Actual Vacancies: the Client’s vacant positions as the Client informs IBService via the App from time to time in accordance with this agreement.

App: the online application developed by IBService that allows the Client to request Workers to provide services.

Assignment: has the meaning given in Clause 3.

AWR 2010: the Agency Workers Regulations 2010 (SI 2010/93).

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Client: the party to whom IBService Introduces and supplies the Worker to provide services.

Commencement Date: has the meaning given in Clause 7.

Conduct Regulations 2003: the Conduct of Employment Agencies and Employment Business Regulations 2003 (SI 2003/3319).

Engage: the employment of a Temporary Worker or engagement directly or indirectly through any employment business other than through IBService (whether for a definite or indefinite period) as a direct result of any Introduction or Assignment to the Client and the terms Engaged or Engagement shall be construed accordingly.

Extended Assignment: has the meaning given in Clause 4.2.

Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

holding company: has the meaning given in Clause 1.5.

Indemnity: has the meaning given in Clause 12.1 and Indemnified and Indemnifies shall be construed accordingly.

IBService: Infinity Bravo Service Limited incorporated and registered in England and Wales with company number 11840489 whose registered office is at Flat2 Block Flat 2 Block B, Peabody Buildings, Dufferin, Islington, London, England, EC1Y 8PB.

Introduce: the provision to the Client via the App of information by IBService which identifies the Worker and Introduction and Introduced shall be construed accordingly.

Introduction Date: the date IBService Introduces the Temporary Worker to the Client in accordance with Clause 2.

Introduction Fee: has the meaning given in Clause 4.1.

Other Qualifying Payments: any remuneration payable to the Temporary Worker (other than their basic hourly rate), which is not excluded by virtue of regulation 6 of the AWR 2010, such as any overtime, shift premium, commission or any bonus, incentive or rewards which are directly attributable to the amount or quality of work done by a Temporary Worker and are not linked to a financial participation scheme (as defined by the AWR 2010).

Qualifying Period: means the 12-week qualifying period as defined in regulation 7 of the AWR 2010, subject to regulations 8 and 9 of the AWR 2010.

Qualifying Temporary Worker: any Temporary Worker who at the relevant time is entitled to the rights conferred by regulation 5 of the AWR 2010 and in particular has been provided to the Client for the Qualifying Period and in respect of whom IBService has complied with its obligations under Clause 2.

Registration: the creation of a profile on our App by the Client.

Relevant Period: has the meaning given in regulation 10(5) and (6) of the Conduct Regulations 2003.

Relevant Terms and Conditions: the relevant terms and conditions for any particular Qualifying Temporary Worker as defined in regulation 6 of the AWR 2010.

Screen: carry out pre-vetting checks to the level and criteria as required by the Client from time to time and Screening shall be construed accordingly.

Subsidiary: has the meaning given in Clause 1.5.

Temporary Worker: a Worker Introduced and supplied by IBService to the Client to provide services to the Client not as an employee of the Client, who is deemed to be an agency worker for the purposes of regulation 3 of the AWR 2010.

Temporary Worker Fees: has the meaning given in Clause 6.1.

Territory: the United Kingdom.

Unsatisfactory Temporary Worker: has the meaning given in Clause 5.2.

VAT: value added tax or any equivalent tax chargeable in the UK.

Vulnerable Person: has the meaning given in regulation 2 of the Conduct Regulations 2003.

Website: our website hosted at www.infinitybravoservice.com.

Worker: an individual worker, or a worker who supplies their services through a company or other legal entity, as the case may be including any of IBService’s own employees, workers or agency staff but excluding any individual who supplies their services through an intermediary falling within one of conditions A to C in section 61N of the Income Tax (Earnings and Pensions) Act 2003.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.3 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

1.6 Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.7 Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.8 A reference to writing or written includes fax and email.

1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10 A reference to this agreement or to any other agreement or document is a reference to this agreement or such other agreement or document, in each case as varied from time to time.

1.11 References to clauses and Schedules are to the clauses and Schedules of this agreement.

2. EMPLOYMENT BUSINESS’S OBLIGATIONS

2.1 These terms set out the agreement between IBService and the Client for the supply of Temporary Workers by IBService to the Client. For the purposes of the Conduct Regulations 2003, IBService acts as an employment business in relation to the Introduction and supply of Temporary Workers pursuant to this agreement.

2.2 IBService agrees to search, in the Territory for Workers for the Client as Temporary Workers who meet the Client’s stipulated minimum criteria for the Actual Vacancies.

2.3 Without prejudice to any other provision of this agreement, IBService shall accurately and promptly complete and otherwise process and provide information in accordance with such ordering and other monitoring, invoicing or reporting systems (including any IT platforms or programs) which the Client may from time to time designate. If IBService breaches the requirements of this Clause, the Client shall not be liable to pay any fees relating to any appointment by the Client arising from the unauthorised contact or referral.

2.4 IBService shall Screen Workers before Introducing them to the Client and shall Introduce to the Client only Workers who meet the minimum criteria for the position stipulated by the Client in accordance with Clause 3 and who have an interest in the positions for which they are Introduced.

2.5 Where a Worker is required by law or any professional body to have any qualifications, authorisations or certification to work on the Assignment or the Assignment involves working with any Vulnerable Persons, IBService shall take all reasonably practicable steps to obtain, and offer to provide copies of, any relevant qualifications or authorisations or certification and two references. IBService shall also take all reasonably practicable steps to confirm that the Worker is suitable for the Assignment. If IBService is unable to fully comply with these requirements, it shall inform the Client of the steps it has taken to obtain the necessary information.

2.6 Prior to the Temporary Worker being able to apply for Assignments, IBService will take reasonable steps to ensure the Temporary Worker will meet the following minimum criteria and the results will be available online via the App for the Client to view:

(a) the identity of the Temporary Worker;

(b) the Temporary Worker’s experience (minimum 5 years of work experience/employment history), training, qualifications and authorisations (including but not limited to DBS checks, SIA Licence and BS7858 Security Screening where applicable) necessary for the Assignment;

(d) the Temporary Worker’s willingness to carry out the Assignment;

(e) the hourly rate charged by IBService in accordance with Clause 6.1;

(f) any notice period to terminate the Assignment; and

(g) the intervals at which invoices shall be rendered to the Client by IBService.

2.7 The parties shall meet regularly to review the services provided by IBService. Any resulting changes agreed to the services, remuneration or any other aspect of the agreement shall be of no effect unless confirmed in writing.

2.8 IBService will supply any Temporary Worker for a period longer than 11 weeks only if the Client likes the worker and continues to book them for Assignments or asks them to continue working.

3. CLIENT’S OBLIGATIONS

3.1 The Client acknowledges and agrees to upload via the App vacancies for the Workers to apply for directly. When making a request for the provision of a Temporary Worker to perform certain services (Assignment), the Client will via the App give IBService details of:

(a) the date on which the Client requires the Temporary Worker to commence work and the duration, or likely duration, of the work;

(b) the position which the Client seeks to fill, including the type of work the Temporary Worker in that position would be required to do, the location at which, and the hours during which, the Temporary Worker would be required to work, and any risk to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;

(c) the experience, training, qualifications and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Temporary Worker to possess in order to work in the position;

(d) any expenses payable by or to the Worker; and

(e) any information reasonably required by IBService in order for IBService to fulfil its obligations under the AWR 2010.

3.2 The Client is free to directly choose through the App the Temporary Worker for the vacancy they posted online. The Client may request IBService to select Temporary Workers for the Client in certain circumstances rather than selecting them directly via the App. The provision of the details as set out in Clause 2.6 shall constitute an offer by IBService to enter into an individual Assignment with the Client and the submission of confirmation via the App by the Client shall constitute acceptance of such an offer, consequently a legally binding contract shall be entered into between the IBService and the Client for the performance of the individual Assignment on the basis of this agreement.

3.3. IBService and the Client both have the right to terminate an individual Assignment at any time. The termination of each individual Assignment shall be governed by our cancellation terms.

3.4. IBService will have no liability to the Client where a Temporary Worker accepts an Assignment and either: (i) cancels or withdraws before the commencement of the Assignment, (ii) fails to turn up on commencement of the Assignment, or(iii) fails to complete the Assignment.

3.5. In accordance with these terms, IBService agrees to Screen each Temporary Worker, however, once an Assignment is accepted by a Temporary Worker it is the responsibility of the Client to:

(i) ensure the Temporary Worker is suitable for the Assignment;

(ii) verify the refences provided by the Temporary Worker;

(iii) check the Temporary Worker has the required experience, training, qualifications, permissions, licences and any other authorisation which may be required by law or by any professional body for the Assignment. The Client will comply with the Immigration Asylum and Nationality Act 2006, the Immigration Act 2016 and other relevant UK legislation or equivalent legislation in the relevant jurisdiction as well as any regulations or relevant codes of practice regarding the reporting of labour movements, concealed employment and the employment of foreign workers.

3.6 The Client acknowledges and agrees that IBService shall not be liable for any losses, damages or penalties that the Client may suffer or incur as result of the Screens carried out by IBService in relation to a Temporary Worker, in particular in relation to a Temporary Worker not having the required experience, training, qualifications, permissions, licences and any other authorisation which may be required by law or by any professional body for the Assignment, including but not limited to the right to work in the Territory.

3.7 The Client may cancel a shift at any time via the App. Cancelling an approved shift within 24 hours of its start time will incur a fee 50% of the shift value (“Cancellation”)

4. TEMPORARY TO PERMANENT

4.1 If, following the supply of a Temporary Worker by IBService to the Client within the Relevant Period, the Client Engages the Temporary Worker, the Client will pay IBService the Introduction Fee equivalent to

Temporary Worker Remuneration	Introduction Fee
From £0,000 to £24,999	20%
From £25,000 to £39,999	25%
Above £40,000	30%

4.2 The Introduction Fee will not be payable if the Client gives written notice to IBService that it intends to continue the hire of the Temporary Worker for a further period of three (3) months (Extended Assignment) before it Engages the Temporary Worker other than through IBService.

4.3 Where the Client decides (in accordance with Clause 4.2) to have the Temporary Worker supplied by IBService for the Extended Assignment:

(a) the Temporary Worker Fees payable by the Client during the Extended Assignment shall be those applicable immediately before IBService received the Client’s notice of election;

(b) at the end of the Extended Assignment, the Client may Engage the Temporary Worker without paying the Introduction Fee; and

(c) if the Client chooses an Extended Assignment, but engages the Temporary Worker before the end of the Extended Assignment, the Introduction Fee may be charged by IBService, reduced proportionately to reflect the amount of the Extended Assignment paid for by the Client.

4.4 If the Engagement of the Temporary Worker is for any reason terminated within the following period(s) from their start date of work, IBService shall immediately make the following refunds of the Introduction Fee (as appropriate):

Period	Rebate
0 – 4 weeks from the commencement of employment	70%
5 – 8 weeks from the commencement of employment	40%
9 – 12 weeks from the commencement of employment	10%
After 13 weeks	0%

4.5 This rebate is only applicable if the Client notifies IBService in writing three (3) calendar days

of the termination of Engagement and the Client has paid the Introduction Fee in accordance with the

terms of payment described in this Agreement.

4.6 If, after the offer of an Engagement has been accepted by the Temporary Worker the Client decides for

any reason not to proceed, the Client shall nonetheless be liable to pay IBService the applicable full Introduction Fee. Furthermore, should the Client or any Subsidiary or Group of the Client subsequently re–engage the Temporary Worker within the period of twelve (12) calendar months from the date of termination or withdrawal of Engagement, a full Introduction Fee becomes payable, (with no entitlement to a refund).

5. UNSATISFACTORY TEMPORARY WORKERS

5.1 IBService shall notify the Client immediately if it believes that any Temporary Worker is unsuitable for the Assignment or if it becomes aware of any matter that indicates that a Temporary Worker may be unsuitable for the Assignment or is inconsistent with any information previously provided including where a Temporary Worker ceases to have the appropriate skills, approvals or a right to work in the United Kingdom.

5.2 If the Client decides that a Temporary Worker is unsuitable to perform the Assignment (an Unsatisfactory Temporary Worker), then the Client shall notify IBService in writing of that fact giving the grounds for its dissatisfaction with the Unsatisfactory Temporary Worker.

5.3 If the Client notified IBService of an Unsatisfactory Temporary Worker in accordance with Clause 5.2:

within 48 hours of the commencement of the Assignment, then the Assignment will immediately terminate and no Temporary Worker Fees shall be payable; and
more than 48 hours after commencement of the Assignment, then the Assignment shall terminate at the end of the day on which the Client notified IBService of the Unsatisfactory Temporary Worker, and Temporary Worker Fees shall be payable up to and including the date of such termination.

5.4 IBService or the Client may terminate an Assignment at any time on reasonable notice. The Client reserves the right to change its requirements at any time before the commencement of the Assignment without any liability of the Client to IBService whatsoever, save for the payment of Temporary Worker Fees due and payable for services already performed. Such cancellation or amendment shall be effective immediately upon the Client giving notice to IBService via the App or as specified by IBService.

5.5 Termination of an Assignment will not affect any other Assignment, or this agreement between IBService and the Client.

6. FEES AND VAT

6.1 The Client will pay IBService Temporary Worker Fees in respect of Temporary Workers as agreed by the parties in writing via the App (Temporary Worker Fees). The Temporary Worker Fees comprise the Temporary Worker’s pay and holiday pay, and include IBService’s commission and employer’s National Insurance contributions. When booking a Temporary Worker for an Assignment, IBService shall advise the Client in writing via the App of the agreed Temporary Worker Fees for that Temporary Worker. The following conditions apply to the Temporary Worker Fees:

(a) they are calculated according to the number of hours worked by the Temporary Worker (to the nearest quarter hour);

(b) the minimum period of any Assignment shall be seven (7) hours, unless otherwise agreed in writing by IBService following a request from the Client via the App;

(c) the Client shall during the Assignment sign a time sheet verifying the number of hours worked by the Temporary Worker during a particular week. If the Client is unable to sign a time sheet produced for authentication by the Temporary Worker because the Client disputes the hours claimed, the Client shall inform IBService as soon as is reasonably practicable and shall co-operate fully and in a timely fashion with IBService to enable IBService to establish what hours, if any, were worked by the Temporary Worker. Failure to sign the time sheet does not absolve the Client of its obligation to pay the Temporary Worker Fees in respect of the hours actually worked;

(d) the Client acknowledges that it shall not decline to sign a time sheet on the basis that it is dissatisfied with the work performed by the Temporary Worker. In cases of unsuitable or unsatisfactory work the provisions of Clause 5.2 shall apply.

(e) IBService shall submit all invoices together with the applicable signed time sheets verifying the number of hours worked by the Temporary Worker;

(f) IBService shall invoice the Client monthly in arrears and invoices are payable within 15 days of receipt, unless otherwise decided by IBService in its sole discretion. No fee is incurred by the Client until the Temporary Worker has commenced the Assignment, unless otherwise agreed by the parties in writing;

(g) the Client shall not be required to pay Temporary Worker Fees for any absences (for whatever reason) of a Temporary Worker;

(h) IBService shall not withhold any payment due to a Temporary Worker because of any failure by the Client to pay IBService and

(i) no increase in the fees payable under this agreement by the Client to IBService may be made without the Client’s prior written consent.

6.2 Where applicable, IBService shall charge VAT to the Client, at the prevailing rate, after IBService has provided the Client with a VAT invoice.

6.3 Any payment due to IBService under this agreement shall be made by the payment method stated by IBService and shall not be considered paid until received by IBService in full and cleared funds.

6.4 If the Client fails to make a payment due to IBService under this agreement by the due date, then: (i) the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. (ii) IBService shall be entitled to recover all costs and expenses and charges (including legal and debt collection fees and costs) incurred in collecting any late payment; and (iii) IBService may decide in its sole discretion to suspend performance of this agreement until payment in full has been received.

7. TERM

This agreement shall commence on the date of Registration (the Commencement Date) and shall continue, unless terminated earlier in accordance with its terms until either party gives to the other party at least 30 Business Days’ notice to terminate.

8. DEFAULT AND EARLY TERMINATION

8.1 Without affecting any other right or remedy available to it, IBService may terminate this agreement with immediate effect by giving written notice to the Client if:

(a) the Client commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of receipt of notice in writing to do so;

(b) the Client repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(c) the Client, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

(d) the Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;

(e) the Client applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Client (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Client with one or more other companies or the solvent reconstruction of the Client;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed over the Client (being a company, partnership or limited liability partnership);

(h) the holder of a qualifying floating charge over the assets of the Client (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over all or any of the assets of the Client or a receiver is appointed over all or any of the assets of the Client;

(j) a creditor or encumbrancer of the Client attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Client’s assets and such attachment or process is not discharged within fourteen (14) days;

(k) any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 8(c) to Clause 8(j) (inclusive); or

(l) the Client suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business.

(m) The Client fails to pay any amount due under this agreement on the due date for payment and such amount remains in default not less than fourteen (14) days after being notified to make such payment.

8.2 IBService may terminate this agreement immediately by notice in writing to the Client if it reasonably considers that the relationship may bring the business into disrepute.

8.3 the Client may terminate this agreement for whatever reason by giving at least thirty (30) Business Days’ written notice to terminate to IBService via the App, or in such a manner as IBService may specify.

8.4 On termination of this agreement for any reason the Client shall:

(i) cease to have access to the App and request services; and

(ii) pay IBService all outstanding amounts due to IBService under this agreement whether invoiced or not.

8.5 Termination of this agreement will automatically terminate all Assignments in force at the date of such termination. For the avoidance of any doubt, all ongoing Assignments as at the date of termination of this agreement shall terminate with immediate effect.

9. SURVIVAL

9.1 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

9.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

10. ANNOUNCEMENTS

Neither party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

11. AUDIT AND RECORD-KEEPING

11.1 For the duration of this agreement and for a period of six (6) years from the termination or expiry of this agreement, IBService shall maintain full and accurate records of:

(a) the services provided by IBService under this agreement;

(b) all expenditure reimbursed by the Client;

(d) the terms on which it engages any Temporary Workers;

(e) the Screening undertaken on any Temporary Workers.

11.2 IBService shall promptly on request provide the Client with copies of such records referred to in Clause 11.1 as the Client may from time to time reasonably request and IBService shall provide the Client or the Client’s representatives with access, on reasonable notice and within normal working hours, to any of its premises for the purposes of inspecting and/or taking copies of such records.

12. INDEMNITIES

12.1 The Client shall indemnify IBService and to the extent required from time to time by IBService (or any such successor), its officers, agents and employees, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by IBService arising out of or in connection with the Client’s negligence, misrepresentation or the breach of any obligation to be performed by the Client under this agreement.

12.2 IBService shall be responsible for deduction and payment of all tax, National Insurance contributions and other levies in respect of persons employed by IBService or Temporary Workers and shall Indemnify the Client and any successor to IBService against all liability to make such statutory payments that may be suffered or incurred by the Client and any successor to IBService.

12.2 IBService shall ensure that Temporary Workers are contractually obliged to comply with:

(a) all relevant statutes, laws, regulations and codes of practice from time to time in force applicable to the performance of an Assignment and applicable to the Client’s business;

(b) the Client’s health and safety policy whilst the Temporary Workers are on the Client’s premises or any of the Client’s customers’ or suppliers’ or agents’ (direct or indirect) premises; and

(c) a restriction not to disclose any confidential information of the Client or of any of the Client’s customers or suppliers or agents (direct or indirect), which they may acquire during the course of the Assignment.

12.3 Before a Temporary Worker starts an Assignment, the Client shall notify IBService if either:

(a) the Temporary Worker is a Qualifying Temporary Worker in relation to the Assignment; or

(b) the Temporary Worker will become a Qualifying Temporary Worker during the course of the Assignment, and

The Client will advise IBService of the applicable Temporary Worker Fees, including any Other Qualifying Payments which may be payable.

12.4 IBService shall and shall ensure that any subcontractor or other intermediary shall at all times comply with their obligations under the AWR 2010, including providing any Qualifying Temporary Worker with the Relevant Terms and Conditions in accordance with regulation 5 of the AWR 2010.

12.5 Subject to Clause 12.7 and Clause 12.8, the Client shall at all times comply with its obligations under the AWR 2010, including providing any Temporary Workers with access to collective facilities and amenities and employment opportunities subject to and in accordance with regulations 12 and 13 of the AWR 2010.

12.6 The Client shall Indemnify IBService against any liability, cost, claim, award or any other expense incurred by IBService arising out of a breach or alleged breach by the Client, its subcontractors or any other intermediaries, of the AWR 2010 save to the extent that IBService is, in accordance with the AWR 2010, liable for the same.

12.7 If either party receives an allegation that there has been a breach of the AWR 2010 in relation to the supply of a Temporary Worker to the Client by IBService (whether that allegation has been made as a request for information under regulation 16 of the AWR 2010 or otherwise), it shall provide a copy of that allegation to the other party within seven (7) days of receipt. The parties shall co-operate with each other in responding to that allegation, which shall include supplying any information which may be reasonably requested by the other party, and complying with any reasonable requests in relation to the contents of any response.

12.8 In order to ensure compliance with the AWR 2010, IBService will within seven (7) days of receiving a written request from the Client provide it with details of:

(a) the number of Temporary Workers that it is currently supplying to the Client;

(b) the parts of the Client’s undertaking in which those Temporary Workers are working; and

together with any other information which the Client may reasonably request in relation to any payments made by IBService, its subcontractors or any other intermediaries to any Temporary Workers.

1. Nothing in this agreement and any Assignment shall limit or exclude a party’s liability for:

death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
any other liability which cannot be limited or excluded by applicable law.

1. Subject to Clause 12.9, IBService shall not have any liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss of business, loss of goodwill; Bookmark loss of contracts; Bookmark loss of anticipated savings; Bookmark loss of production; Bookmark loss of or corruption to data; or for any other special, indirect or consequential loss or damage whatsoever arising under or in connection with this agreement, whether sustained by the Client or any other person and even if foreseeable or if the Client has been advised of their possibility.

1. Subject to Clause 12.9 and Clause 12.10, IBService’s total liability to the Client whether in contract, tort (including negligence), misrepresentation (whether innocent or negligent) breach of statutory duty, or otherwise, arising under or in connection with the services, or other performance or non-performance of IBService’s obligations under this agreement shall be limited to the aggregate of all charges paid and/or payable by the Cleint under this agreement during the preceding twelve months prior to the claim.

1. The provisions of this Clause 12 shall survive termination of this agreement.

13. CONFIDENTIALITY

13.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five (5) years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by Clause 13.2.

13.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 14; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

14. DATA PROTECTION

14.1 The following definitions apply in this Clause 14:

Agreed Purposes: the provision of services and the performance of the contract.

Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Permitted Recipients: the parties to this agreement, the employees of each party and any third parties engaged to perform obligations in connection with this agreement.

Shared Personal Data: the personal data to be shared between the parties under this agreement.

14.2 This Clause sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

14.3 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within thirty (30) days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

14.4 Each party shall:

(a) ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;

(b) give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;

(f) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and

(g) not transfer any personal data received from the Data Discloser outside the EEA unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

14.5 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject access request;

(d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;

(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;

(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(i) maintain complete and accurate records and information to demonstrate its compliance with this Clause 14; and

(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

14.6 Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

15. WARRANTIES AND UNDERTAKINGS

15.1 IBService warrants that:

(a) it has the necessary expertise to provide the services contemplated in this agreement and will perform them in keeping with the highest professional business standards by using appropriately qualified, experienced and trained personnel;

(b) it does and it shall comply with the all relevant statutes, laws, regulations and codes of practice from time to time in force in the relevant Territory;

(c) all Temporary Workers are (and shall remain) employed by IBService or are (and shall remain) treated as employed by IBService under section 44 of the Income Tax (Earnings and Pensions) Act 2003;

(d) all amounts paid (or to be paid) to Temporary Workers are (or will be) paid subject to the deduction of tax and national insurance contributions under PAYE and all such deductions are (or will be) paid together with employer national insurance contributions and other applicable levies, on time to HMRC;

(e) it has complied with (and will continue to comply with) all tax and NICs obligations concerning the Temporary Workers including making timely and accurate returns and the proper maintenance and preservation of records, and IBService has not been given any penalty, notice or warning regarding the same; and

(f) it is not (and nor will it prior to the cessation of this agreement become) a managed service company within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003.

15.2 Each party warrants that it has full capacity and authority to enter into and perform this agreement.

16. NON-SOLICITATION

Neither party shall, either on its own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of six (6) months from, the end of the term of this agreement, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person, any key executive of the other party who has worked on the services provided under this agreement at any time during the term of this agreement other than by means of a national advertising campaign open to all-comers and not specifically targeted at such executives of the other party.

17. ASSIGNMENT AND OTHER DEALINGS

17.1 Neither party shall assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party.

18. NO PARTNERSHIP OR AGENCY

18.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

18.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

19. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. ENTIRE AGREEMENT

20.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

21. FORCE MAJEURE

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement, including payment, if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate this agreement by giving thirty (30) days’ written notice to the affected party.

22. SEVERANCE

22.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

22.2 If any provision or part-provision of this agreement is deemed deleted under Clause 22.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

23. THIRD PARTY RIGHTS

23.1 Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

24. NOTICES

24.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the address specified by the party.

24.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 24.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

24.3 This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25. GOVERNING LAW AND JURISDICTION

25.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

25.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Terms and Conditions for the Supply of Services from IBService to Clients

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